U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________
FORM
8-K/A
____________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported) August 13,
2007
____________________
Commission
File No.
0-161570
____________________
E
CASH, INC.
(Exact
name of small business issuer as specified in its charter)
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Delaware
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52-2171803
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(State
or other jurisdiction of incorporation
or organization)
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(IRS
Employer Identification No.)
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402
West Broadway, 26th Floor, San Diego,
CA 92101
(Address
of principal executive offices)
(619-564-7100)
(Issuer’s telephone number)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01
Changes in Registrant's Certifying Accountant.
On
August
13, 2007, Jewett, Schwartz, Wolfe & Associates ("JSW") was appointed as the
independent auditor for the E Cash, Inc. Inc. (the "Company") commencing
with
their review of the interim period ended June 30, 2006, September 30, 2006,
December 31, 2006, year ending March 31, 2008, and any interim period there
after, and Meylers & Company, LLC ("Meylers") were dismissed as the
independent auditors for the Company as of August 13, 2007. The decision
to
change auditors was approved by the audit committee of the Company's Board
of
Directors on August 13, 2007.
The
report of Meylers on the financial statements for either of the one most recent
completed fiscal years did not contain any adverse opinion or disclaimer of
opinion or was qualified or modified as to uncertainty, audit scope or
accounting principles, except for the following:
“The accompanying financial statements have been prepared
assuming that the
Company will continue as a going concern. As
discussed in Note A to the financial statements, the accumulation of losses
and
shortage of capital raise substantial doubt about its ability to continue as
a
going concern. Management's plans concerning these matters are also described
in
Note A. The financial
statements do not include any
adjustments relating to the recoverability and
classification of asset carrying amounts
or the amount and classification of
liabilities that might result should the
Company be unable to continue as a going concern.
During
the Company's one most recent annual report March 31, 2007, three prior
interim
quarters December 31, 2006, September 30, 2006, June 30, 2006, any subsequent
periods proceeding such resignation, declination or dismissal with former
accountant there were no disagreements with Meylers on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or
procedure, which disagreement, if not resolved to the satisfaction of Meylers,
would have caused it to make reference to the subject matter of the
disagreements in connection with its report with respect to the financial
statements of the Company.
During
the Company's one most recent annual report March 31, 2007, three prior
interim
quarters December 31, 2006, September 30, 2006, and June 30, 2006, there
were no
"reportable events" as such term is described in Item 304(a)(1)(v) of Regulation
S-B under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),
with respect to the Company and we did not consult with JSW through any
subsequent interim period proceeding such resignation, declination or dismissal
with the former accountant, Meylers.
During
the Company's one most recent annual report March 31, 2007, three prior
interim
quarters December 31, 2006, September 30, 2006, and June 30, 2006, the
Company
did not consult with JSW through any subsequent interim periods proceeding
such
resignation, declination or dismissal with the form accountant, Meyler
and with
respect to the Company regarding (i) the application of accounting principles
to
a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company’s financial statements, (ii) any
matter that was either the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-B under the Exchange Act and the related
instructions to Item 304 of Regulation S-B) or a "reportable event" (as
such
term is described in Item 304(a)(1)(v) of Regulation S-B), or (iii) any
of the
matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation
S-B.
We
have
engaged JSW as our independent registered public accounting firm. The audit
of
the Company’s financial statements are required to be performed in accordance
with the procedures required by professional standards established by the
Public
Company Accounting Oversight Board of the Commission and auditing standards
generally accepted in the United States. These standards and
qualifications do not vary from state to state and, accordingly, we believe
that
the selection of this independent registered accounting firm satisfies the
requirements of the Commission Rule SX 2-01 requires that an accountant be
licensed and in good standing under the laws of the place of the accountant’s
residence or principal office.
The
Company has furnished a copy of this Report to Meylers and requested them
to
furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made by the Company
herein in response to Item 304(a) of Regulation S-K and, if not, stating
the
respects in which it does not agree. Meylers has not responded within the
time
frames required to make this filing. The letter from Meylers will be submitted
when received with an amended filing.
Item
9.01
Financial
Statements and Exhibits.
(c) Exhibits
Exhibit
16.1 Letter of Meylers
& Associates - to be filed
by amendment.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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E
Cash, Inc.
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Date:
August 27, 2007
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By:
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/s/
Michael Chermak
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Michael
Chermak
Chairman,
President Chief Executive Officer (Principle
Executive Officer)
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E
Cash, Inc.
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Date:
August 27, 2007
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By:
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/s/
Michael Jeub
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Michael
Jeub
Chief
Financial Officer, Principle Financial Officer
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